Fit-Line Global Global Terms and Conditions
These Terms and Conditions May Change. Fit-Line Global, Inc. (Fit-Line Global) reserves the right to modify or update these Terms and Conditions at any time without prior notice.
- General. All products and services offered for sale by Fit-Line Global and all tooling used to produce or perform them are governed in accordance with these TERMS AND CONDITIONS. All PURCHASE ORDERS (ORDERS) by BUYER are subject to acceptance by Fit-Line Global, Inc. Acceptance of an ORDER is expressly limited to these TERMS AND CONDITIONS, and any additional or different terms and conditions contained in BUYER’s ORDER or response hereto shall be deemed objected to by Fit-Line Global and shall be of no effect nor in any circumstances binding upon Fit-Line Global, unless expressly agreed otherwise in writing by Fit-Line Global.
- Goods. All descriptions and illustrations contained in Fit-Line Global’S brochures, price lists, website, advertisements and all specifications, drawings and any other documents contained therein submitted with any QUOTATION to BUYER or otherwise communicated to BUYER are intended merely to present a general idea of GOODS and SERVICES (GOODS) described therein and nothing contained in any of them shall form any part of the contract.
- Prices and Taxes. Unless otherwise specified in writing by Fit-Line Global, prices exclude the cost of delivery of GOODS. Prices do not include any federal, state, or other taxes including duties or other import/export fees levied on the GOODS, or their use or sale. Such taxes, where Fit-Line Global is required by law to collect them, whether designated as sales tax, use tax, gross receipts tax, etc., will be billed to BUYER based on the law in effect at the time of delivery. BUYER agrees to reimburse Fit-Line Global for any such taxes which Fit-Line Global is required to pay.
- Payment. Payment terms, upon credit approval, shall be net 30 days from the date of invoice, unless otherwise stated in writing by Fit-Line Global. Late payments shall accrue interest at the rate of one and one half percent (1.5 %) per month, or the highest interest rate allowable by applicable law. In the event that BUYER becomes delinquent in the payment of any sum due to Fit-Line Global, Fit-Line Global reserves the right to require pre-paid payments. International terms shall be pre-paid.
- Variation, Delay and Cancellation. If Fit-Line Global is prevented from proceeding with the ORDER by reason of delay or suspension by the BUYER, any costs reasonably incurred by Fit-Line Global as a result of such events shall be reimbursable to Fit-Line Global.
- Terms of Delivery. Unless otherwise agreed in writing by Fit-Line Global, all shipments are F.O.B. Santa Ana, California. Prepaid freight by BUYER will be charged on the invoice. Risk of loss of GOODS passes to BUYER upon Fit-Line Global’S delivery of goods to the carrier for shipment. Delivery dates are estimates only. Fit-Line Global shall not be liable for any loss, liability, damages (whether direct, indirect or consequential) or other obligations because of any delay or failure to deliver all or any part of any ORDER for any reason, including, without limitation, Fit-Line Global’S active or passive negligence or any cause beyond Fit-Line Global’S control.
- Inspection. BUYER shall inspect the GOODS on receipt thereof and shall within five (5) days give notice to Fit-Line Global in writing of any grounds on which BUYER alleges that the GOODS are damaged, defective or not in accordance with the contract. If BUYER fails to give such notice the GOODS shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the GOODS and BUYER shall be deemed to have irrevocably accepted the GOODS accordingly.
- Warranty. Fit-Line Global warrants to the BUYER that any product sold will be free from defects in material or workmanship for a period of twelve (12) months from the date of shipment. If during the warranty period, the BUYER notifies Fit-Line Global of a defect, Fit-Line Global shall, at its option, repair or replace the defective material or workmanship. OTHER THAN AS EXPRESSLY STATED HEREIN, FIT-LINE GLOBAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND/OR SERVICES PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The BUYER shall bear the cost of freight to and from Fit-Line Global’S plant. BUYER agrees to accept the limits of liability as expressed in this statement to the exclusion of any and all provisions regarding statements of liability on the BUYER’s own invoices, purchase orders and / or other documents.
- Limitation of Liability. Fit-Line Global’s maximum liability arising from any cause whatsoever, including but not limited to loss of profits, consequential, incidental, special, punitive or exemplary damages, breach of contract, including negligence, breach of warranty, or any other cause from action or inaction whatsoever will not exceed the purchase price.
- Returns. No purchased products may be returned without the expressed authorization of Fit-Line Global. All returns are subject to a restocking fee. All bagged returned GOODS must be in their original sealed packaging.
- Non-Standard Products. Non-standard, custom-made products are not subject to cancellation or return once the order has been placed by the BUYER.
- Intellectual Property. BUYER grants to Fit-Line Global the non-exclusive right and license to use BUYER’s product specifications, designs and related technology during the effectiveness of these Terms and Conditions to manufacture the GOODS for sale to BUYER. To the extent that the parties jointly develop or make any Improvements (as defined below) to (a) the products as specified by BUYER, such Improvements shall remain the sole and exclusive property of BUYER, or (b) the tooling or other manufacturing processes for such products, such Improvements shall remain the sole and exclusive property of Fit-Line Global notwithstanding any nonrecurring engineering or other design-related fee that BUYER shall pay to Fit-Line Global in connection with the development of such tooling or other manufacturing processing. As used herein, “Improvements” means processes, designs, technical information and know-how, whether or not patented or patentable, including engineering, scientific and practical information and formulae, manufacturing data and procedures, machinery and equipment designs, technical information recorded on drawings and in specifications, operating manuals and other writings, as applicable.
- Confidential Information. Each party that receives (in such capacity, the “Receiving Party”) the “Confidential Information” (as defined below) of the other party (in such capacity, the “Disclosing Party”) agrees: (i) to hold the Disclosing Party’s Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions that the Receiving Party employs with respect to its own confidential information); (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person; (iii) not to make any use whatsoever at any time of such Confidential Information except to evaluate the Confidential Information internally and directly in connection with the Purpose; and (iv) not to reverse engineer any such Confidential Information or, except as specifically permitted herein, copy the same. The Receiving Party may make disclosures required by court order provided that Receiving Party uses all commercially reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order, has notified the Disclosing Party and has allowed the Disclosing Party to participate in the proceeding. Any employee to whom the Receiving Party gives access to any such Confidential Information must have a legitimate “need to know” such Confidential Information and shall be bound in writing to maintain the confidentiality of, and not to use, the Disclosing Party’s Confidential Information under terms and conditions no less stringent than those set forth in this Agreement. “Confidential Information” shall include all information relating to the Disclosing Party’s business, including, without limitation, technical, business, financial, customer and product information, product development plans, forecasts, strategies and related information, computer programs, technical drawings, algorithms, know-how, processes, ideas, inventions (whether patentable or not) and other intellectual property, schematics and other information (whether written or oral), to the extent disclosed to the Receiving Party. Notwithstanding the foregoing, each Disclosing Party acknowledges and agrees that this Agreement shall not apply to Confidential Information that the Receiving Party can document through competent written evidence: (i) is or (through no improper action or inaction by the Receiving Party or its Representative) becomes generally known to the public; (ii) was in its possession or known by it prior to receipt from the Disclosing Party; (iii) was disclosed to it by a third party, not in violation of a duty of confidentiality to the Disclosing Party, and received in good faith by the Receiving Party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential Information. Immediately upon a written request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party or destroy all Proprietary Information of the Disclosing Party within the Receiving Party’s possession and certify same to the Disclosing Party. Notwithstanding any other provision of these Terms and Conditions, however, an individual may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.
- Governing Law. These Terms and Conditions and any ORDER or other agreement governed hereby shall be construed under and controlled in all respects by the law of the State of California, without giving effect to its rules on conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.04.1980 shall not apply.
- Arbitration. All claims and disputes arising under or relating to these Terms and Conditions and any ORDER or other agreement governed hereby are to be settled by binding arbitration in Orange County, California under the rules of the American Arbitration Association then obtaining. An award of arbitration may be confirmed in a court of competent jurisdiction. Without limiting the foregoing agreement for binding arbitration, each party hereby consents to the exclusive jurisdiction and venue of any state or federal court of competent jurisdiction sitting in Orange County, California for any action to enforce or appeal an arbitral award or otherwise brought in connection and in accordance with these Terms and Conditions.
- Assignment. BUYER shall not assign any benefit under the contract without the consent in writing of Fit-Line Global.